Exhibit 10.45


THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW. THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE
HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF A REGISTRATION STATEMENT IN EFFECT UNDER SUCH ACT AND SUCH LAWS WITH RESPECT
TO THESE OPTIONS AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.

OPTION CERTIFICATE                                  300,000 COMMON STOCK OPTIONS
NO. 198

                             USA TECHNOLOGIES, INC.

                              COMMON STOCK OPTIONS

                  (These Options will be void if not exercised
                   by the Termination Dates specified below.)

      1. Options.  Subject to the terms and  conditions  hereof,  this certifies
that MARY WEST  YOUNG is the owner of 300,000  Options  (the  "Options")  of USA
Technologies,  Inc. (the "Company"),  a Pennsylvania  corporation.  Each Option,
when vested in  accordance  with Section 3 hereof,  entitles the owner hereof to
purchase  from the Company at any time prior to 5:00 p.m.  on the second  annual
anniversary of the vesting of such Option (the  "Termination  Date"),  one fully
paid and non-assessable  share of the Company's Common Stock,  without par value
(the "Common Stock"), subject to adjustment as provided in Section 8 hereof.

      2. Option Price. The Options,  when vested, shall be exercised by delivery
to the Company  (prior to the  Termination  Date for such Options) of the option
price for each share of Common  Stock being  purchased  hereunder  (the  "Option
Price"), this Certificate,  and the completed Election To Purchase Form which is
attached hereto.  The Option Price shall be $.30 per share of Common Stock to be
purchased pursuant to each Option issued pursuant hereto. The Option Price shall
be subject to  adjustment  as provided in Section 8 hereof.  The Option Price is
payable either in cash or by certified  check or bank draft payable to the order
of the Company.


                                       1
<PAGE>

      3. Vesting of Options.

            a.  Notwithstanding  anything contained herein to the contrary,  and
subject to Section 8(d)(iii),  the Options represented by this Certificate shall
only become vested and  exercisable  by YOUNG in  accordance  with the terms and
conditions  set forth in this  Section 3. If YOUNG is employed by the Company as
of the date set forth in Column  "A" below,  the number of Options  set forth in
Column "B" below shall on such date become irrevocably and absolutely vested and
exercisable.

                  Column "A"                     Column "B"

                  Vesting Date                   Options Vested

                  July 31, 2004                      37,500
                  October 31, 2004                   37,500
                  January 31, 2005                   37,500
                  April 30, 2005                     37,500
                  July 31, 2005                      37,500
                  October 31, 2005                   37,500
                  January 31, 2006                   37,500
                  April 30, 2006                     37,500
                                                    -------
                           Total . . . . . . . . .  300,000

            b. The Employment And Non-Competition Agreement dated April 28, 2004
between YOUNG and the Company, including any and all supplements, amendments, or
modifications  thereto  (the  "Employment  Agreement"),  is hereby  incorporated
herein by reference. The terms and conditions thereof shall be used to determine
whether  YOUNG is  employed  by the  Company  on any  particular  vesting  date.
Therefore, and as set forth in the Employment Agreement (as of the date hereof),
YOUNG's  employment would be considered  terminated upon her death or disability
under  Section 4 thereof,  or upon notice  given to YOUNG by the  Company  under
Section 3 thereof,  or upon notice  given by the Company or YOUNG under  Section
1(a) thereof.

            c.  If  pursuant  hereto  YOUNG  shall  not  become  vested  in  any
particular  Option or Options,  she shall only forfeit the Option or Options not
so  vested.  Any Option or  Options  previously  vested  pursuant  hereto  shall
nevertheless  remain fully vested and  exercisable  all in  accordance  with the
terms hereof.


                                       2
<PAGE>

      4.  Exercise.  Upon the surrender of this  Certificate  and payment of the
Option  Price as  aforesaid,  the Company  shall issue and cause to be delivered
with all  reasonable  dispatch  to or upon the written  order of the  registered
holder of this  Option  and in such name or names as the  registered  holder may
designate, a certificate or certificates for the number of full shares of Common
Stock  so  purchased  upon the  exercise  of any  Option.  Such  certificate  or
certificates shall be deemed to have been issued and any person so designated to
be named  therein  shall be  deemed  to have  become a holder  of record of such
Common  Stock  on and as of the  date of the  delivery  to the  Company  of this
Certificate and payment of the Option Price as aforesaid.  If,  however,  at the
date of  surrender of this  Certificate  and payment of such Option  Price,  the
transfer books for the Common Stock  purchasable upon the exercise of any Option
shall be closed,  the  certificates for the Common Stock in respect to which any
such  Option are then  exercised  shall be issued  and the owner of such  Common
Stock shall  become a record  owner of such  Common  Stock on and as of the next
date on which such books shall be opened,  and until such date the Company shall
be under no duty to deliver any certificate for such Common Stock.

      5. Partial  Exercise.  The rights of purchase  represented  by the Options
shall be exercisable, at the election of the registered holder hereof, either as
an  entirety,  or from time to time for any part of the Common  Stock  specified
herein and, in the event that the Options  are  exercised  with  respect to less
than  all of  the  Common  Stock  specified  herein  at any  time  prior  to the
Termination Date, a new Certificate will be issued to such registered holder for
the remaining number of Options not so exercised.

      6.  Termination  Date.  All of the Options must be exercised in accordance
with the terms hereof prior to the Termination Date relating to any such Option.
At and  after the  Termination  Date  relating  to any such  Option  any and all
unexercised  rights hereunder relating to such Option shall become null and void
and such Option  shall  without any action on behalf of the Company  become null
and void.


                                       3
<PAGE>

      7.  Lost,  Mutilated  Certificate.   In  case  this  Common  Stock  Option
Certificate shall become mutilated, lost, stolen or destroyed, the Company shall
issue in exchange and  substitution  for and upon  cancellation of the mutilated
certificate, or in lieu of and in substitution for the Certificate lost, stolen,
or destroyed,  a new  Certificate of like tenor and  representing  an equivalent
right or interest, but only upon receipt of evidence satisfactory to the Company
of such  loss,  theft or  destruction  of such  certificate  and  indemnity,  if
requested, also satisfactory to the Company.

      8. Adjustments.  Subject and pursuant to the provisions of this Section 8,
the Option  Price and number of shares of Common  Stock  subject to the  Options
shall be subject to adjustment from time to time only as set forth hereinafter:

            a. In case the Company shall declare a Common Stock  dividend on the
Common Stock, then the Option Price shall be proportionately decreased as of the
close of  business  on the date of  record  of said  Common  Stock  dividend  in
proportion to such increase of outstanding shares of Common Stock.

            b. If the Company shall at any time subdivide its outstanding Common
Stock by  recapitalization,  reclassification  or split-up  thereof,  the Option
Price immediately prior to such subdivision shall be proportionately  decreased,
and, if the Company shall at any time combine the  outstanding  shares of Common
Stock by recapitalization,  reclassification, or combination thereof, the Option
Price immediately prior to such combination shall be proportionately  increased.
Any such  adjustment to the Option Price shall become  effective at the close of
business  on the record date for such  subdivision  or  combination.  The Option
Price shall be  proportionately  increased or decreased,  as the case may be, in
proportion  to such  increase or  decrease,  as the case may be, of  outstanding
shares of Common Stock.

            c. Upon any adjustment of the Option Price as hereinabove  provided,
the number of shares of Common  Stock  issuable  upon  exercise  of the  Options
remaining unexercised immediately prior to any such adjustment, shall be changed
to the number of shares determined by dividing (i) the appropriate  Option Price
payable for the purchase of all shares of Common Stock issuable upon exercise of
all of the Options remaining unexercised immediately prior to such adjustment by
(ii) the Option Price per share of Common Stock in effect immediately after such
adjustment.  Pursuant to this formula, the total sum payable to the Company upon
the  exercise of the Options  remaining  unexercised  immediately  prior to such
adjustment shall remain constant.


                                       4
<PAGE>

            d. (i) If any  capital  reorganization  or  reclassification  of the
capital  stock of the Company,  or  consolidation  or merger of the Company with
another corporation,  person, or entity, or the sale of all or substantially all
of its assets to another  corporation,  person, or entity,  shall be effected in
such a way that  holders of Common  Stock shall be  entitled  to receive  stock,
securities,  cash, property, or assets with respect to or in exchange for Common
Stock,  and provided no election is made by the Company  pursuant to  subsection
(ii)  hereof,  then,  as a condition of such  reorganization,  reclassification,
consolidation,  merger or sale,  the  Company or such  successor  or  purchasing
corporation,  person,  or  entity,  as the case  may be,  shall  agree  that the
registered  holder of the Options shall have the right  thereafter and until the
Termination  Date to  exercise  such  Options  for the kind and amount of stock,
securities,  cash,  property,  or assets  receivable  upon such  reorganization,
reclassification,  consolidation,  merger,  or sale by a holder of the number of
shares of Common Stock for the  purchase of which such  Options  might have been
exercised   immediately   prior   to  such   reorganization,   reclassification,
consolidation,  merger or sale,  subject to such  subsequent  adjustments  which
shall  be  equivalent  or  nearly  equivalent  as  may  be  practicable  to  the
adjustments provided for in this Section 8.

                  (ii)  Notwithstanding   subsection  (i)  hereof  and  in  lieu
thereof,  the  Company  may elect by  written  notice to the  registered  holder
hereof,  to  require  such  registered  holder to  exercise  all of the  Options
remaining  unexercised  prior  to  any  such  reorganization,  reclassification,
consolidation,  merger or sale.  If the holder of this Option shall not exercise
all or any part of the Options  remaining  unexercised prior to such event, such
unexercised Options shall automatically become null and void upon the occurrence
of any such event,  and of no further force and effect.  The Common Stock issued
pursuant  to any such  exercise  shall be deemed to be  issued  and  outstanding
immediately  prior to any such event, and shall be entitled to be treated as any
other  issued and  outstanding  share of Common  Stock in  connection  with such
event.  If an election is not made by the  Company  pursuant to this  subsection
(ii) in connection  with any such event,  then the  provisions of subsection (i)
hereof shall apply to such event.


                                       5
<PAGE>

                  (iii)   Notwithstanding   anything  else   contained   herein,
including  Section  3  hereof,  immediately  prior  to any  such  reoganization,
reclassification,  consolidation,  merger or sale, which constitutes a Change In
Control,  and provided that YOUNG is then  employed by the Company,  any Options
which have not become  vested  pursuant to Section 3 hereof,  shall become fully
vested and exercisable immediately prior to any such event, and shall be subject
to subsection (i) or (ii) hereof, as the case may be.

            For purposes hereof, the term "Change In Control" shall mean a sale,
transfer, assignment, or other disposition (including by reorganization,  merger
or consolidation),  of a controlling  interest (i.e., at least 51% of the voting
power) of the then outstanding stock of the Company,  or of all or substantially
all of the  assets  of the  Company,  or a  liquidation  or  dissolution  of the
Company.  Other than in connection with a liquidation or  dissolution,  any such
transaction shall not, however, constitute a Change In Control if following such
transaction,   the  beneficial  owners  of  the  voting  stock  of  the  Company
immediately prior to such transaction  beneficially own, directly or indirectly,
more  than 51% of the  combined  voting  power of the  then  outstanding  voting
securities entitled to vote generally in the election of Directors of the entity
or entities resulting from such transaction  (including without  limitation,  an
entity  which as a  result  of such  transaction  owns  the  Company,  or all or
substantially  all of the Company's  assets,  either  directly or through one or
more subsidiaries).

            e.  Whenever  the Option  Price and number of shares of Common Stock
subject  to this  Option is  adjusted  as herein  provided,  the  Company  shall
promptly mail to the registered  holder of this Option a statement  signed by an
officer of the Company setting forth the adjusted Option Price and the number of
shares of Common Stock subject to this Option, determined as so provided.

            f. This  form of  Certificate  need not be  changed  because  of any
adjustment  which is required  pursuant to this Section 8. However,  the Company
may at any time in its sole  discretion  (which  shall be  conclusive)  make any
change in the form of this Certificate that the Company may deem appropriate and
that does not  affect  the  substance  hereof;  and any  Certificate  thereafter
issued,  whether in exchange or substitution  for this Certificate or otherwise,
may be in the form as so changed.


                                       6
<PAGE>

      9.  Reservation.  There has been  reserved,  and the Company  shall at all
times keep reserved out of the authorized and unissued shares of Common Stock, a
number of shares of Common Stock  sufficient  to provide for the exercise of the
right of purchase represented by the Options. The Company agrees that all shares
of Common  Stock  issued upon  exercise of the Options  shall be, at the time of
delivery  of  the  Certificates  for  such  Common  Stock,  validly  issued  and
outstanding, fully paid and non-assessable.

      10. Fractional  Shares.  The Company shall not issue any fractional shares
of Common Stock pursuant to any exercise of any Option and shall pay cash to the
holder of any Option in lieu of any such fractional shares.

      11. No Right.  The holder of any  Options  shall not be entitled to any of
the rights of a shareholder  of the Company prior to the date of issuance of the
Common Stock by the Company pursuant to an exercise of any Option.

      12.  Securities  Laws.  As a condition to the issuance of any Common Stock
pursuant  to the  Options,  the holder of such Common  Stock  shall  execute and
deliver such representations, warranties, and covenants, that may be required by
applicable  federal and state securities law, or that the Company  determines is
reasonably  necessary in connection  with the issuance of such Common Stock.  In
addition,  the  certificates  representing  the Common Stock shall  contain such
legends,  or restrictive  legends,  or stop transfer  instructions,  as shall be
required  by  applicable  Federal  or  state  securities  laws,  or as  shall be
reasonably required by the Company.

      13. Applicable Law. The Options and this Certificate shall be deemed to be
a contract made under the laws of the  Commonwealth of Pennsylvania  and for all
purposes  shall be construed in accordance  with the laws thereof  regardless of
its choice of law rules.


                                       7
<PAGE>

      IN WITNESS  WHEREOF,  USA  TECHNOLOGIES,  INC., has executed and delivered
this Certificate and caused its corporate seal to be affixed hereto.

                                        USA TECHNOLOGIES, INC.

                                        By: /s/ George R. Jensen, Jr.
                                           -------------------------------------
                                           George R. Jensen, Jr.,
                                           Chief Executive Officer

                                        Attest: /s/ Stephen P. Herbert
                                               ---------------------------------
                                               Stephen P. Herbert, Secretary
Dated: April 28, 2004


                                       8
<PAGE>

USA TECHNOLOGIES, INC.
100 Deerfield Lane, Suite 140
Malvern, Pennsylvania  19355
Attn: George R. Jensen, Jr.,
      Chief Executive Officer

                              ELECTION TO PURCHASE

      The  undersigned  hereby  irrevocably  elects  to  exercise  the  right of
purchase  represented by the attached Option Certificate No. of the Company. The
undersigned  desires to purchase shares of Common Stock provided for therein and
tenders herewith full payment of the Option Price for the shares of Common Stock
being  purchased,  all in  accordance  with  the  Certificate.  The  undersigned
requests  that a Certificate  representing  such shares of Common Stock shall be
issued to and  registered in the name of, and delivered to, the  undersigned  at
the following address:______________________________________.  If said number of
shares  of  Common  Stock  shall  not be all the  shares  purchasable  under the
Certificate,  then  a new  Common  Stock  Option  Certificate  for  the  balance
remaining  of the  shares of  Common  Stock  purchasable  shall be issued to and
registered in the name of, and delivered to, the  undersigned at the address set
forth above.

Dated:              , 200               Signature:
      --------------     -                        ------------------------------


                                       9